Case KG Doc 356 Filed 08/08/18 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) ) ) ) )

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1 Case KG Doc 356 Filed 08/08/18 Page 1 of 9 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ENDURO RESOURCE PARTNERS LLC, et al., Debtors. 1 Chapter 11 Case No (KG (Jointly Administered Hearing Date: Aug. 30, 2018 at 2:00 p.m. (ET Obj. Deadline: Aug. 22, 2018 at 4:00 p.m. (ET DEBTORS MOTION FOR AN ORDER AUTHORIZING ENDURO RESOURCE PARTNERS LLC AND ENDURO OPERATING LLC TO ENTER INTO A SETTLEMENT AGREEMENT WITH BHP BILLITON PETROLEUM (TXLA OPERATING COMPANY, PETROHAWK ENERGY CORPORATION, AND BHP BILLITON PETROLEUM (WSF OPERATING, INC. The debtors in possession in the above-captioned cases (collectively, the Debtors hereby move (this Motion and respectfully state as follows: RELIEF REQUESTED 1. By this Motion, the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order, authorizing Enduro Resource Partners LLC and Enduro Operating LLC (collectively, the Enduro Parties to enter into and perform under that certain Settlement Agreement and Mutual Release of All Claims (the Settlement Agreement with BHP Billiton Petroleum (TXLA Operating Company, Petrohawk Energy Corporation, and BHP Billiton Petroleum (WSF Operating, Inc. (collectively, BHP, and together with the Enduro Parties, the Parties, attached to the Proposed Order as Exhibit 1. 1 The debtors in the chapter 11 cases, along with the last four digits of each debtor s United States federal tax identification number, if applicable, or other applicable identification number, are: Enduro Resource Partners LLC (6288; Enduro Resource Holdings LLC (5571; Enduro Operating LLC (7513; Enduro Management Company LLC (5932; Washakie Midstream Services LLC (7562; and Washakie Pipeline Company LLC (7798. The debtors mailing address is 777 Main Street, Suite 800, Fort Worth, Texas

2 Case KG Doc 356 Filed 08/08/18 Page 2 of 9 JURISDICTION 2. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, This is a core proceeding pursuant to 28 U.S.C. 157(b, and, under Rule (f of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules, the Debtors consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue of these cases and this Motion in this district is proper under 28 U.S.C and The statutory and legal predicates for the relief requested herein are sections 105(a and 363(b of the Bankruptcy Code (as defined below and rule 9019 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules. BACKGROUND 3. On May 15, 2018 (the Petition Date, the Debtors filed voluntary petitions in this Court commencing cases (the Chapter 11 Cases for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code. The Debtors continue to manage and operate their businesses as debtors in possession under sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 Cases, and no committees have been appointed. 4. The factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of the Chapter 11 Cases, is set forth in detail in the Declaration of Kimberly A. Weimer, Vice President and Chief 2

3 Case KG Doc 356 Filed 08/08/18 Page 3 of 9 Financial Officer of Enduro Resource Partners LLC, in Support of Chapter 11 Petitions and First Day Motions [Docket No. 11], which is fully incorporated herein by reference. 5. Prior to the Petition Date, the Enduro Parties filed a lawsuit (the Lawsuit in the First Judicial District Court, Caddo Parish, State of Louisiana entitled Enduro Resource Partners, LLC, et al. v. BHP Billiton Petroleum (TXLA Operating Co., et al. [Docket No. 594,583-A] against BHP asserting claims arising out of and/or related to the operation of, revenue from, and accounting for approximately 273 oil and gas wells (the Wells in Caddo Parish and/or Bossier Parish that BHP operated in which the Debtors hold and/or held a working interest. 6. Shortly thereafter, BHP filed a reconventional demand against the Enduro Parties asserting claims also arising out of and/or related to the operation of, revenue from, and accounting for the Wells. THE SETTLEMENT AGREEMENT 7. The Debtors and BHP engaged in good-faith negotiations to reach a full and final settlement of the Lawsuit. These negotiations have culminated in the entry by the Debtors and BHP into the Settlement Agreement, which provides for the following: 2 The Enduro Parties and BHP agree to voluntarily dismiss, with prejudice, the Lawsuit, including any and all claims that have been asserted therein by way of petition and/or reconventional demand. The Enduro Parties, on behalf of themselves and each of their subsidiaries and affiliates, on behalf of their respective current and future estates, predecessors, successors, assigns and representatives, including but not limited to chapter 7 trustees, liquidating trustees, litigation trustee, and plan administrators, and any other successor in interest to the rights or interests of the Enduro Parties, including the Plan 2 The summary of the Settlement Agreement provided is not intended to be a comprehensive recitation of all of the terms of the Settlement Agreement. To the extent the summary or description of the terms of the Settlement Agreement contained in this Motion differs in any way from the Settlement Agreement, the actual terms of the Settlement Agreement shall control. 3

4 Case KG Doc 356 Filed 08/08/18 Page 4 of 9 Administrator (as defined in the Plan, and for the avoidance of doubt, any secured lender or other creditor of the Enduro Parties that succeeds to the rights or interests of the Enduro Parties, conclusively, absolutely, unconditionally, irrevocably and forever remises, acquits, waives and releases BHP from any and all claims which the Enduro Parties may have against BHP as of August 1, 2018, whether or not asserted in the Lawsuit, including without limitation any claims related to pipeline capacity or the operation of, revenue from, and accounting for the Wells and any and all causes of action and claims arising under chapter 5 of the Bankruptcy Code. BHP, on behalf of itself and each of its subsidiaries and affiliates, on behalf of their respective current and future estates, predecessors, successors, assigns and representatives, conclusively, absolutely, unconditionally, irrevocably and forever remises, acquits, waives and releases the Enduro Parties from any and all claims which BHP may have against the Enduro Parties as of August 1, 2018, whether or not asserted in the Lawsuit, including without limitation any claims related to pipeline capacity, the operation of, revenue from, and accounting for the Wells, or for revenue balances. Notwithstanding anything in the Settlement Agreement to the contrary, any contracts, including without limitation joint operating agreements, between the Enduro Parties and BHP will remain in effect and may be assigned to one or more third parties. 8. If the Debtor were to be unsuccessful in the Lawsuit, its estate could be subject to extensive damages claims by BHP. In addition, the case could continue for another several years, consuming the Debtors time and resources, and causing potential delay and disruption to the Debtors wind down and dissolution process. BASIS FOR RELIEF 9. Bankruptcy Rule 9019(a governs the procedural prerequisites to approval of a settlement agreement and provides, in relevant part, [o]n motion by [a debtor in possession] and after notice and a hearing, the court may approve a compromise or settlement. Fed. R. Bankr. P. 9019(a. Compromises and settlements are a normal part of the process of reorganization. Protective Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968 (quoting Case v. L.A. Lumber Prods. Co., 308 U.S. 106, 130 (1939. The compromise or settlement of time-consuming and burdensome litigation is encouraged and 4

5 Case KG Doc 356 Filed 08/08/18 Page 5 of 9 generally favored in bankruptcy. In re World Health Alts, Inc., 344 B.R. 291, 296 (Bankr. D. Del (internal citation omitted. 10. [T]he decision whether to approve a compromise under [Bankruptcy] Rule 9019 is committed to the sound discretion of the Court, which must determine if the compromise is fair, reasonable, and in the interest of the estate. In re Louise s, Inc., 211 B.R. 798, 801 (D. Del The court need not decide the numerous questions of law or fact raised by litigation, but rather should canvas the issues to see whether the settlement falls above the lowest point in the range of reasonableness. In re Capmark Fin. Grp. Inc., 438 B.R. 471, 515 (Bankr. D. Del. 2010; see also In re World Health, 344 B.R. at 296 ( The court does not have to be convinced that the settlement is the best possible compromise. Rather, the court must conclude that the settlement is within the reasonable range of litigation possibilities. (internal citations and quotations omitted. 11. The Third Circuit Court of Appeals has enumerated the following four factors that should be considered in determining whether a compromise should be approved: (1 the probability of success in litigation; (2 the likely difficulties in collection; (3 the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending it; and (4 the paramount interest of the creditors. Myers v. Martin (In re Martin, 91 F.3d 389, 393 (3d Cir. 1996; accord Will v. Nw. Univ. (In re Nutraquest, Inc., 434 F.3d 639, 644 (3d Cir (finding that the Martin factors are useful when analyzing a settlement of a claim against the debtor as well as a claim belonging to the debtor. 12. In assessing these factors, [t]he court is not required to conduct a full evidentiary hearing as a prerequisite to approving a compromise. In re Capmark, 438 B.R. at 515 (citing In re Jasmine, Ltd., 258 B.R. 119, 123 (D. N.J (stating that, in deciding whether to approve a 5

6 Case KG Doc 356 Filed 08/08/18 Page 6 of 9 proposed compromise in bankruptcy, [t]he court is not supposed to have a mini-trial on the merits. Moreover, the [c]ourt should exercise its discretion in light of the general public policy favoring settlements. Id. at 515; see also In re Martin, 91 F.3d at 393 ( To minimize litigation and expedite the administration of a bankruptcy estate, [c]ompromises are favored in bankruptcy. (quoting Collier on Bankruptcy [1] (15th ed The compromise embodied in the Settlement Agreement is fair and equitable. The Debtors have analyzed the Lawsuit and, in their business judgment, believe that the Settlement Agreement represents an appropriate compromise. The Settlement Agreement allows all contracts with BHP, including joint operating agreements, to remain in place during the Debtors sale process, and allows the assumption and assignment to the applicable purchaser. Additionally, the settlement of the Lawsuit eases the burden and costs to the Debtors estate, and allows the Plan Administrator to more effectively manage the liquidating trust through the elimination of any and all of BHP s contingent claims against the Debtors. As such, the Debtors firmly believe that the Settlement Agreement is a more efficient resolution than would likely be obtained through future negotiations or litigation, and without the unnecessary expense associated therewith, and presents a fair and equitable outcome for the Parties that the Debtors believe is in the best interests of their estates and the Debtors creditors. 14. The Parties negotiated the terms of the Settlement Agreement in good faith and at arm s length, and the Debtors believe that the Settlement Agreement is in the best interests of the Debtors and their estates and creditors. 15. To the extent the Debtors obligations under the Settlement Agreement implicate section 363 of the Bankruptcy Code, the Debtors seek authority thereunder to execute and perform such obligations. The Debtors submit that the terms of the Settlement Agreement have a 6

7 Case KG Doc 356 Filed 08/08/18 Page 7 of 9 sound business purpose and represent the exercise of their sound business judgment. Accordingly, any actions required to effectuate the terms of the Settlement Agreement should be authorized and approved pursuant to section 363(b of the Bankruptcy Code. See In re Dura Auto. Sys., Inc., No (KJC, 2007 Bankr. LEXIS 2764 at *272 (Bankr. D. Del. Aug. 15, 2007 ( To determine if the business judgment test is met, the court is required to examine whether a reasonable business person would make a similar decision under similar circumstances. (quoting In re Exide Techs., 340 B.R. 222, 239 (Bankr. D. Del Authorizing the Enduro Parties to enter into and effectuate the terms of the Settlement Agreement is also well within the equitable powers of this Court under section 105(a of the Bankruptcy Code. See 11 U.S.C. 105(a ( The court may issue any order, process, or judgment that is necessary to carry out the provisions of [the Bankruptcy Code]. ; see also Chinichian v. Campolongo, 784 F.2d 1440, 1443 (9th Cir ( Section 105 sets out the power of the bankruptcy court to fashion orders as necessary pursuant to the purposes of the Bankruptcy Code. ; In re Cooper Props. Liquidating Tr., Inc., 61 B.R. 531, 537 (Bankr. W.D. Tenn (noting that the bankruptcy court is one of equity and as such it has a duty to protect whatever equities a debtor may have in property for the benefit of its creditors as long as that protection is implemented in a manner consistent with the bankruptcy laws. 17. The Settlement Agreement is the product of arm s length negotiations and falls well within the range of reasonableness and should be approved under sections 105(a and 363(b of the Bankruptcy Code and Bankruptcy Rule Additionally, with respect to any aspect of the relief sought herein that constitutes a use of property under section 363(b of the Bankruptcy Code, the Debtors seek a waiver of the fourteen-day stay under Bankruptcy Rule 6004(h. As described above, the relief that the 7

8 Case KG Doc 356 Filed 08/08/18 Page 8 of 9 Debtors seek in this Motion is immediately necessary for the Debtors to be able to settle the Lawsuit and preserve the value of their estates. The Debtors thus submit that the requested waiver of the fourteen-day stay imposed by Bankruptcy Rule 6004(h is appropriate. NOTICE 19. Notice of this Motion will be given to: (a the United States Trustee for the District of Delaware; (b counsel to the agent for the Debtors prepetition first lien credit facility; (c counsel to the lenders under the Debtors prepetition second lien credit facility; (d counsel to the Debtors prepetition majority equity owner; (e the parties included on the Debtors consolidated list of thirty (30 largest unsecured creditors; (f the United States Attorney s Office for the District of Delaware; (g the attorneys general for the states in which the Debtors conduct business; (h counsel to Enduro Royalty Trust; (i counsel to BHP; and (j all parties who have requested notice in the Chapter 11 Cases pursuant to Bankruptcy Rule The Debtors submit that, under the circumstances, no other or further notice is required. NO PREVIOUS REQUEST 20. No previous request for the relief sought herein has been made by the Debtors to this or any other court. 8

9 Case KG Doc 356 Filed 08/08/18 Page 9 of 9 WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order, granting the relief requested in this Motion and such other and further relief as may be just and proper. Dated: August 8, 2018 /s/ Kara Hammond Coyle Wilmington, Delaware Michael R. Nestor (No Kara Hammond Coyle (No YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( mnestor@ycst.com kcoyle@ycst.com - and - George A. Davis (admitted pro hac vice LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone: ( Facsimile: ( george.davis@lw.com - and - Caroline A. Reckler (admitted pro hac vice Matthew L. Warren (admitted pro hac vice Jason B. Gott (admitted pro hac vice LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois Telephone: ( Facsimile: ( caroline.reckler@lw.com matthew.warren@lw.com jason.gott@lw.com Counsel for Debtors and Debtors in Possession 9

10 Case KG Doc Filed 08/08/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ENDURO RESOURCE PARTNERS LLC, et al., Debtors. 1 Chapter 11 Case No (KG (Jointly Administered Hearing Date: Aug. 30, 2018 at 2:00 p.m. (ET Obj. Deadline: Aug. 22, 2018 at 4:00 p.m. (ET NOTICE OF MOTION TO: (A THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE; (B COUNSEL TO THE AGENT FOR THE DEBTORS PREPETITION FIRST LIEN CREDIT FACILITY; (C COUNSEL TO THE LENDERS UNDER THE DEBTORS PREPETITION SECOND LIEN CREDIT FACILITY; (D COUNSEL TO THE DEBTORS PREPETITION MAJORITY EQUITY OWNER; (E THE PARTIES INCLUDED ON THE DEBTORS CONSOLIDATED LIST OF THIRTY (30 LARGEST UNSECURED CREDITORS; (F THE UNITED STATES ATTORNEY S OFFICE FOR THE DISTRICT OF DELAWARE; (G THE ATTORNEYS GENERAL FOR THE STATES IN WHICH THE DEBTORS CONDUCT BUSINESS; (H COUNSEL TO ENDURO ROYALTY TRUST; (I COUNSEL TO BHP; AND (J ALL PARTIES WHO HAVE REQUESTED NOTICE IN THE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002 PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors have filed the attached Debtors Motion for an Order Authorizing Enduro Resource Partners LLC and Enduro Operating LLC to Enter into a Settlement Agreement with BHP Billiton Petroleum (TXLA Operating Company, Petrohawk Energy Corporation, and BHP Billiton Petroleum (WSF Operating, Inc. (the Motion. PLEASE TAKE FURTHER NOTICE that any objections to the Motion must be filed on or before August 22, 2018 at 4:00 p.m. (ET (the Objection Deadline with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 N. Market Street, Wilmington, Delaware At the same time, you must serve a copy of any objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. 1 01: The debtors in these chapter 11 cases, along with the last four digits of each debtor s United States federal tax identification number, if applicable, or other applicable identification number, are: Enduro Resource Partners LLC (6288; Enduro Resource Holdings LLC (5571; Enduro Operating LLC (7513; Enduro Management Company LLC (5932; Washakie Midstream Services LLC (7562; and Washakie Pipeline Company LLC (7798. The debtors mailing address is 777 Main Street, Suite 800, Fort Worth, Texas

11 Case KG Doc Filed 08/08/18 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON AUGUST 30, 2018 AT 2:00 P.M. (ET BEFORE THE HONORABLE KEVIN GROSS AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH FLOOR, COURTROOM NO. 3, WILMINGTON, DELAWARE PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. Dated: August 8, 2018 /s/ Kara Hammond Coyle Wilmington, Delaware Michael R. Nestor (No Kara Hammond Coyle (No YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( mnestor@ycst.com kcoyle@ycst.com - and - George A. Davis (admitted pro hac vice LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone: ( Facsimile: ( george.davis@lw.com - and - Caroline A. Reckler (admitted pro hac vice Matthew L. Warren (admitted pro hac vice Jason B. Gott (admitted pro hac vice LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois Telephone: ( Facsimile: ( caroline.reckler@lw.com matthew.warren@lw.com jason.gott@lw.com Counsel for Debtors and Debtors in Possession 01:

12 Case KG Doc Filed 08/08/18 Page 1 of 16 Exhibit A Proposed Order

13 Case KG Doc Filed 08/08/18 Page 2 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ENDURO RESOURCE PARTNERS LLC, et al., Debtors. 1 Chapter 11 Case No (KG (Jointly Administered Ref. Docket No. ORDER AUTHORIZING THE DEBTORS TO ENTER INTO A SETTLEMENT AGREEMENT WITH BHP BILLITON PETROLEUM (TXLA OPERATING COMPANY, PETROHAWK ENERGY CORPORATION, AND BHP BILLITON PETROLEUM (WSF OPERATING, INC. Upon the motion (the Motion 2 of the Debtors for entry of an order, authorizing Enduro Resource Partners LLC and Enduro Operating LLC (the Enduro Parties to enter into and perform under the proposed Settlement Agreement (the Settlement Agreement by and among the Enduro Parties and BHP Billiton Petroleum (TXLA Operating Company, Petrohawk Energy Corporation, and BHP Billiton Petroleum (WSF Operating, Inc., attached hereto as Exhibit 1, all as more fully set forth in the Motion; and the Court having reviewed the Motion; and the Court having determined that the relief requested in the Motion is (i in the best interests of the Debtors, their estates, their creditors, and other parties in interest and (ii an appropriate exercise of the Debtors business judgment; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Amended 1 2 The debtors in the chapter 11 cases, along with the last four digits of each debtor s United States federal tax identification number, if applicable, or other applicable identification number, are: Enduro Resource Partners LLC (6288; Enduro Resource Holdings LLC (5571; Enduro Operating LLC (7513; Enduro Management Company LLC (5932; Washakie Midstream Services LLC (7562; and Washakie Pipeline Company LLC (7798. The debtors mailing address is 777 Main Street, Suite 800, Fort Worth, Texas Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

14 Case KG Doc Filed 08/08/18 Page 3 of 16 Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and upon the record herein and upon all of the proceedings had before this Court; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Settlement Agreement, substantially in the form attached hereto as Exhibit 1, is approved under sections 105(a and 363 of the Bankruptcy Code and Bankruptcy Rule The Enduro Parties are authorized to enter into and perform its respective obligations under the Settlement Agreement. The Debtors are further authorized to take such actions and to execute such documents necessary to effectuate the relief granted by this Order. 4. The Settlement Agreement is binding on any successors in interest or assignees of the Enduro Parties, on the terms set forth in the Settlement Agreement. 5. Notwithstanding Bankruptcy Rule 6004(h, the terms and conditions of this Order are immediately effective and enforceable upon its entry. 6. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order. 2

15 Case KG Doc Filed 08/08/18 Page 4 of This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation and/or interpretation of this Order. Dated:, 2018 Wilmington, Delaware KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE 3

16 Case KG Doc Filed 08/08/18 Page 5 of 16 Exhibit 1 Settlement Agreement

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